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This thread is super helpful. I'm dealing with a similar issue in Mississippi right now. Going to try the Certana document checker before I file to avoid the same problems.
Mississippi's UCC system definitely needs an overhaul. The fact that a comma can hold up a major commercial transaction is just absurd. Other states have figured out how to be more reasonable with name matching.
At least they're consistent in their pickiness. Some states are inconsistent which is even worse - you never know what they'll accept or reject.
True, consistency is something I guess. Still wish they'd adopt more reasonable standards like the majority of states.
The silver lining is that your underlying security agreement is still valid. You still have contractual rights against the debtor, you just lost your perfected status against third parties. If the debtor stays current and there are no other creditors, you're still protected.
That's a good point. You might need to get a waiver from your loan committee for the gap period. At least you caught it quickly and refiled.
For what it's worth, three weeks isn't terrible. I've seen gaps of several months before people realized their UCC had expired. The key is getting back in as quickly as possible and hoping no one else filed during the window.
That makes me feel slightly better. I've been beating myself up over this all week. Guess it could have been worse.
For your footnote disclosures, you'll probably need to describe the nature of the collateral, the secured debt amounts, and any significant restrictions. Keep it high-level but complete.
And don't forget to update the disclosures if you file any UCC-3 amendments or terminations during the year.
Good reminder. We did terminate one UCC-1 when we paid off a smaller credit line mid-year.
The bottom line is that UCC accounting meaning is really about proper disclosure of secured debt, not accounting for the security interests themselves. Focus on the economic substance of your borrowing arrangements.
Agreed. The UCC filings are just the legal mechanics behind the scenes. The financial statement impact is all about the underlying debt.
Thanks everyone. This has been really helpful in clarifying the accounting treatment. I feel much better prepared for the audit discussion now.
One thing to watch out for is if your borrower is a subsidiary or has parent companies - sometimes the actual debtor entity is different from who you think you're lending to. Make sure you're filing against the right legal entity that actually owns the collateral.
Good reminder - I should verify the ownership structure to make sure we're filing against the entity that actually has title to the equipment.
Exactly - it's not uncommon for equipment to be owned by a parent company while the operating subsidiary is the one you're dealing with day-to-day.
Update: I pulled fresh organizational documents and you were all right - the legal entity name was different from what I had been using. Refiled with the correct charter name and it was accepted within 24 hours. Added the DBA information in the additional details section for search purposes. Thanks for the guidance - this could have been a real problem if we'd left the wrong name on file.
Perfect resolution - using the legal name with DBA information captured elsewhere gives you the best coverage for notice requirements.
Great outcome! This is exactly why double-checking debtor names against current organizational documents is so critical for UCC filings.
Josef Tearle
Just went through something similar last month. Had 3 UCC-3 amendments with slightly different debtor names and spent hours trying to figure out if they were all valid. Turns out the secured party had been sloppy with their filings and 2 of the 3 amendments were technically defective due to name mismatches. We ended up requiring new UCC-1 filings before closing. Better safe than sorry when it comes to perfected security interests.
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Khalil Urso
•How did you determine which amendments were defective? Did you use specific state guidelines or just general UCC principles?
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Josef Tearle
•We consulted our state's specific debtor-name rules and also looked at recent court cases involving similar name variations. Some variations are acceptable, others are not.
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Myles Regis
The relationship between amendments and the original filing should be clear from the filing numbers. Each UCC-3 should reference the specific filing number of the UCC-1 it's amending. If the filing number references don't match up properly, that's a red flag. Also, check if any of the amendments are actually terminations rather than true amendments - sometimes search reports categorize all UCC-3 filings together even though they serve different purposes.
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Brian Downey
•Yeah, I've seen search reports that list terminations as amendments. Very confusing if you're not familiar with UCC-3 form purposes.
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Jacinda Yu
•This is another area where document verification tools can help. They can automatically check that filing number references are correct and categorize the different types of UCC-3 filings properly.
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